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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 29, 2025

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York		1-2360		13-0871985
(State of Incorporation)		(Commission File Number)		(IRS employer Identification No.)

One New Orchard Road
Armonk, New York		10504
(Address of principal executive offices)		(Zip Code)

914-499-1900

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Capital stock, par value $.20 per share	IBM	New York Stock Exchange
		NYSE Chicago
2.875% Notes due 2025	IBM 25A	New York Stock Exchange
0.950% Notes due 2025	IBM 25B	New York Stock Exchange
0.300% Notes due 2026	IBM 26B	New York Stock Exchange
1.250% Notes due 2027	IBM 27B	New York Stock Exchange
3.375% Notes due 2027	IBM 27F	New York Stock Exchange
0.300% Notes due 2028	IBM 28B	New York Stock Exchange
1.750% Notes due 2028	IBM 28A	New York Stock Exchange
1.500% Notes due 2029	IBM 29	New York Stock Exchange
0.875% Notes due 2030	IBM 30A	New York Stock Exchange
2.900% Notes due 2030	IBM 30C	New York Stock Exchange
1.750% Notes due 2031	IBM 31	New York Stock Exchange
3.625% Notes due 2031	IBM 31B	New York Stock Exchange
0.650% Notes due 2032	IBM 32A	New York Stock Exchange
3.150% Notes due 2033	IBM 33A	New York Stock Exchange
1.250% Notes due 2034	IBM 34	New York Stock Exchange
3.750% Notes due 2035	IBM 35	New York Stock Exchange
3.450% Notes due 2037	IBM 37	New York Stock Exchange
4.875% Notes due 2038	IBM 38	New York Stock Exchange
1.200% Notes due 2040	IBM 40	New York Stock Exchange
4.000% Notes due 2043	IBM 43	New York Stock Exchange
3.800% Notes due 2045	IBM 45A	New York Stock Exchange
7.00% Debentures due 2025	IBM 25	New York Stock Exchange
6.22% Debentures due 2027	IBM 27	New York Stock Exchange
6.50% Debentures due 2028	IBM 28	New York Stock Exchange
5.875% Debentures due 2032	IBM 32D	New York Stock Exchange
7.00% Debentures due 2045	IBM 45	New York Stock Exchange
7.125% Debentures due 2096	IBM 96	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)

International Business Machines Corporation (IBM) held its Annual Meeting of Stockholders on April 29, 2025. Below are the final voting results. For more information on the following proposals, see IBM’s proxy statement dated March 10, 2025, the relevant portions of which are incorporated herein by reference.

(b)	Election of Directors for a Term of One Year:

DIRECTOR	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
M.C. Brown		550,161,958		16,006,457		3,154,660		165,949,548
T. Buberl		558,890,678		7,358,858		3,073,539		165,949,548
D.N. Farr		540,273,591		25,989,790		3,059,694		165,949,548
A. Gorsky		558,486,180		7,851,434		2,985,461		165,949,548
M.J. Howard		560,863,198		5,725,051		2,734,826		165,949,548
A. Krishna		533,048,362		33,566,028		2,708,685		165,949,548
A.N. Liveris		492,110,122		73,516,690		3,696,263		165,949,548
F.W. McNabb III		559,606,451		6,738,881		2,977,743		165,949,548
M. Miebach		559,453,063		6,797,910		3,072,102		165,949,548
M.E. Pollack		560,382,144		6,245,141		2,695,790		165,949,548
P.R. Voser		553,634,399		12,590,121		3,098,555		165,949,548
F.H. Waddell		544,101,965		22,136,937		3,084,173		165,949,548
A.W. Zollar		546,878,154		19,035,845		3,409,076		165,949,548

Ratification of Appointment of Independent Registered Public Accounting Firm:

For	685,320,860	93.6	%
Against	46,625,389	6.4	%
Abstain	3,326,374

Management Proposal on Advisory Vote on Executive Compensation (Say on Pay):

For	518,938,823	92.0	%
Against	45,226,760	8.0	%
Abstain	5,157,492
Broker Non-Votes	165,949,548

Stockholder Proposal to Support Transparency in Lobbying:

For	105,858,670	18.9	%
Against	453,734,561	81.1	%
Abstain	9,729,844
Broker Non-Votes	165,949,548

Stockholder Proposal Requesting a Report on Hiring/Recruitment Discrimination was withdrawn by the proponent.

For			N/A
Against			N/A
Abstain			N/A
Broker Non-Votes			N/A

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: May 2, 2025

	By:	/s/ Jane P. Edwards
		Jane P. Edwards
		Vice President, Assistant General Counsel and Secretary

Title of each class	Capital stock, par value $.20 per share
Trading symbol	IBM
	Common Stock